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Article 44
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Listed companies shall establish a professional stock affairs agent or stock affairs unit in the area where this Corporation is located. Further, such companies shall notify this Corporation of the business address and the name of the responsible person of the stock affairs agent, and the specimen of chops that must be chopped on the stock certificates to effect valid transfer within three days of their decision. The same process shall apply in case of amendments.
The transfer or the splitting of stocks handled by listed companies shall be completed within three days after the application therefor is received.
The professional stock affairs agent or stock affairs unit referred to in paragraph 1shall have stock-affairs handling personnel and equipment that comply with the provisions of the Regulations Governing Handling of Stock Affairs by Public Companies promulgated by the Competent Authority, and it shall conduct securities stock affairs matters in compliance with the above Regulations Governing Handling of Stock Affairs.
The provisions of Paragraphs 1 and 2 of this Article shall apply mutatis mutandis to SITEs processing the transfer of beneficiary certificates, trustee institutions processing the transfer of beneficiary securities, special purpose companies processing the transfer of asset-backed securities, real estate securitization trustee institutions processing the transfer of REIT securities or REAT securities or foreign issuers processing the transfer of stocks, or foreign issuers and their depositary institutions processing the transfer of Taiwan Depositary Receipts.
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Article 49
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Where any of the following events exists, this Corporation may place the listed securities under altered-trading-method category:
1.The latest financial report registered and publicly announced in accordance with Article 36 of the Securities and Exchange Act, or the combined financial report of its holding company shows that its net worth is less than one-half of its paid-in capital. However, when a listed company records as a deduction from shareholders equity the cost of shares bought back by it pursuant to Article 28-2 of the Securities and Exchange Act or of shares held in said listed company by subsidiaries thereof, the par value of treasury stock held in said listed company by the listed company and subsidiaries thereof may be deducted from the paid-in capital in the calculation of the above-stated ratio.
2. A shareholders meeting has not been held within six months after the end of the fiscal year; provided that with valid reasons and with the approval of the competent authority of the Company Act, the meeting is held within the approved time period, the above shall not be applicable.
3. The attesting CPA issues a qualified audit report for the semi-annual or annual financial reports publicly announced and registered pursuant to Article 36 of the Securities and Exchange Act, or for the consolidated financial report for an investment holding company or financial holding company, because there were restrictions on the scope of the audit, or because the accountant deems there to be anything improper in the choices of accounting policies by the management or in the disclosure of the financial statement; however, this restriction shall not apply to a semi-annual financial report where the CPA has issued the qualified audit report for the reason that an amount of long-term equity investment and profit/loss thereupon is calculated on the basis of statements of the invested company that have not been attested by a CPA, and the attesting CPA fully discloses in the audit report the reasons for the qualified opinion and the monetary amounts of any accounting items that may be affected thereby, and
no material irregularities are present.
4.Violation of relevant rules concerning the confirmation and disclosure of material information by a listed company, and failure to rectify the situation within the specified time after having been notified to proceed with disclosure process, and such violation was serious.
5. Two-thirds or more of the directors or supervisors have been provisionally ordered to be suspended of the performance of their authorities and duties.
6. An application for re-organization has been filed to the court in accordance with Article 282 of the Company Act.
7. Half or more of the directors of the company have changed so that the shareholding is too concentrated to meet the then-current shareholding dispersion criteria for listing, or its incumbent directors, supervisors, or president meet any of the conditions under Subparagraph 8 of Paragraph 1 of Article 9 of this Corporation's Criteria for Review of Securities Listings and fail to make improvement within a specified time period ordered by this Corporation.
8. The company is unable to punctually pay for the common corporate bonds or convertible corporate bonds which have matured or which the creditors requested it to redeem.
9. Dishonor of a negotiable instrument by a financial institution because of insufficient funds on deposit, where this Corporation is aware of such dishonor.
10. After a split, the paid-in capital of an ordinary company or a technology company fails to comply with Article 4, Paragraph 1, Subparagraph 2 or Article 5, Subparagraph 1, respectively, of the Criteria for Review of Securities Listings.
11. The number of companies held by an investment holding company falls below two companies; provided, for investment holding companies created as the result of share conversion, general assignment, assignment of business, or split, this shall not apply within one year of the date of listing for trading.
12. Failure to abide by an undertaking to purchase the shares of minority shareholders of a listed (or OTC) subsidiary in which it has shareholding of more than 70 percent.
13. Failure to handle stock affairs matters in compliance with Article 44, paragraph 3, or discovery in an audit by Taiwan Securities Central Depository Co., Ltd. of deficiencies and failure to make corrections by a deadline imposed for making corrections for a serious violation in a specific case.
14. Upon other necessary reasons as determined by this Corporation.
Where a listed company has the conditions specified above such that its securities has been placed under altered-trading-method category, upon satisfying the below conditions, and upon not having any other of the above conditions, this Corporation may resume the trading method to normal settlement method:
1.Where the change of trading method was ordered pursuant to Subparagraph 1 of the preceding Paragraph, and the new audited financial report registered and publicly announced pursuant to Article 36 of the Securities and Exchange Act shows that the net worth has risen above one-half of the paid-in capital. However, when a listed company records as a deduction from shareholders equity the cost of shares bought back by it pursuant to Article 28-2 of the Securities and Exchange Act or of shares held in said listed company by subsidiaries thereof, the method of calculation by this Corporation shall be as set forth in Subparagraph 1 of the preceding paragraph.
2.Where the change of trading method was ordered pursuant to Subparagraph 2 of the preceding Paragraph, and the shareholders meeting has been held.
3.Where the change of trading method was ordered pursuant to Subparagraph 3 of the preceding Paragraph, and the new audited financial report has shown improvements and the auditor renders a clean opinion.
4.Where the change of trading method was ordered pursuant to Subparagraph 4 of the preceding Paragraph, and disclosure proceeding is commenced in compliance with the notice.
5. After the trading method was changed pursuant to Subparagraph 5 of the proceeding Paragraph, the preliminary injunction order was cancelled by the court and one-third or more of the directors or supervisors are able to perform their authorities and duties.
6. After the trading method was changed pursuant to Subparagraph 6 of the preceding Paragraph, the application for re-organization was withdrawn; provided that the execution period of the changed trading method shall not be less than three months.
7. After the trading method was changed pursuant to Subparagraph 7 of the preceding Paragraph, correction and improvement was made.
8. After the trading method was changed pursuant to Subparagraph 8 of the preceding Paragraph, the company repaid liabilities or reached settlement agreement with the creditors.
9. Within three months of the trading day next following the date the trading method was changed pursuant to Subparagraph 9 of the preceding Paragraph, the listed company has completed any of the remedial procedures enumerated hereinbelow, and the listed company has produced a direct or indirect note in evidence thereof from the clearing house, and no further instance of dishonor of negotiable instruments has occurred prior to resumption of normal settlement. However, if the listed company adopts the remedial procedure of "extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument," it shall additionally submit a rechecking form prescribed by this Corporation. The form shall be signed and certified by a CPA and an attorney at law and submitted to this Corporation along with the other relevant documents and materials for approval and recordation:
(1) Extinguish the debt under the negotiable instrument by actual settlement of the amount of the instrument.
(2) Deposit the amount of the instrument into the financial enterprise that dishonored the instrument with a request that it be listed as provision for payment under "other payables."
(3) Pay the amount of the instrument out of the checking account or other payables account upon re-presentment of the instrument subsequent to its dishonoring.
10. Where correction or improvement has been made by the listed company within three months of the trading day next following the date the trading method of the securities was changed pursuant to Subparagraph 10 of the preceding paragraph.
11. Where correction or improvement has been made within three months after the change of trading method of the securities pursuant to Subparagraph 11 or Subparagraph 12 of the preceding paragraph.
12. Where correction or improvement has been made after the trading method was changed pursuant to Subparagraph 13 of the preceding Paragraph.
13. After the trading method was changed pursuant to Subparagraph 14 of the preceding Paragraph, correction or improvement is made upon the request of this Corporation.
Where this Corporation changes the trading method of listed securities pursuant to Subparagraph 1 of the preceding Paragraph, or where this Corporation restores the trading method to normal settlement pursuant to Subparagraph 2 of the preceding Paragraph, within one month of such action, this Corporation shall report such action to the Competent Authority for recordation.
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